SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
HARCOURT GENERAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-1619609
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
27 Boylston Street, Chestnut Hill, MA 02167
(Address of Principal Executive Offices)
HARCOURT GENERAL, INC. 1997 INCENTIVE PLAN
(Full Title of the Plan)
ERIC P. GELLER, ESQ.
Senior Vice President and General Counsel
27 Boylston Street
Chestnut Hill, MA 02167
(Name and Address of Agent for Service)
617-232-8200
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Offering Registration
Registered Registered Price Price (2) Fee (3)
Per Share (1)
Common Stock 4,000,000 $53.78125 $215,125,000 $63,461.88
shares
1. This estimate is made solely for the purpose of determining the
registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended, (the "Securities Act") based upon
$53.78125, the average of the high and low prices of the Common Stock
of the Registrant on December 12, 1997 as reported on the New York
Stock Exchange.
2. Estimate solely for the purpose of calculating the registration
fee.
3. The registration fee has been calculated pursuant to Section 6(b)
of the Securities Act.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for its fiscal year ended
October 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the annual report referred to in paragraph (a)
above; and
(c) The description of Common Stock of the Registrant contained in the
Registrant's registration statement filed under the Exchange Act, including
any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from their respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares to be offered hereby will be passed upon for
the Registrant by Eric P. Geller, Senior Vice President and General Counsel
for the Registrant. As of December 15, 1997, Mr. Geller owned beneficially
12,398 shares of the Registrant's Common Stock and 6,000 shares of the
Registrant's Series A Stock. Mr. Geller also has options to purchase 48,475
shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred
in connection with an action or proceeding to which he is or is threatened to
be made a party by reason of such position, if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, in any criminal proceeding, if
such person had no reasonable cause to believe his conduct was unlawful;
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provided that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
The By-laws of the Registrant contain provisions to the effect that each
director or officer of the Registrant and persons serving at the request of
the Registrant as a director, officer, employee or agent of another
organization shall be indemnified by the Registrant against liabilities and
expenses in connection with any legal proceedings to which he may be made a
party or with which he may become involved or threatened by reason of his
position with the Registrant or such other organization. The provisions
include indemnification with respect to matters covered by a settlement. Any
such indemnification shall be made only if the Board of Directors determines
by a majority vote of a quorum consisting of directors who were not parties to
such action (or, if such quorum is not obtainable, or if the Board of
Directors directs, by independent legal counsel) or by the stockholders, that
indemnification is proper in the circumstances because the person seeking
indemnification has met applicable standards of conduct. It must be
determined that the director, officer or other person acting at the request of
the Registrant acted in good faith with the reasonable belief that his action
was in or not opposed to the best interests of the Registrant, and with
respect to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful.
The Registrant has a directors and officers liability insurance policy
covering certain liabilities that may be incurred by its directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index immediately following the signature page.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Newton, Commonwealth of Massachusetts, on
September 30, 1997.
HARCOURT GENERAL, INC.
By: /s/ Richard A. Smith
Richard A. Smith
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Richard A. Smith, Robert A. Smith, Brian J. Knez, John R. Cook and Eric P.
Geller and each of them his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution in each of them, for him and in
his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8 of Harcourt General, Inc. and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite or necessary to be done in connection therewith, as fully
as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURES
Name Title Date
Principal Executive Officer:
/s/ Richard a. Smith Chairman of the Board and September 30, 1997
Richard A. Smith Chief Executive Officer
Principal Financial Officer:
/s/ John R. Cook Senior Vice President and September 30, 1997
John R. Cook Chief Financial Officer
Principal Accounting Officer:
/s/ Stephen C. Richards Vice President and September 30, 1997
Stephen C. Richards Controller
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DIRECTORS:
/s/ William F. Connell September 30, 1997
William F. Connell
/s/ Gary L. Countryman September 30, 1997
Gary L. Countryman
/s/ Jack M. Greenberg September 30, 1997
Jack M. Greenberg
/s/ Brian J. Knez September 30, 1997
Brian J. Knez
/s/ Jeffrey R. Lurie September 12, 1997
Jeffrey R. Lurie
/s/ Lynn Morley Martin September 27, 1997
Lynn Morley Martin
/s/ Maurice Segall September 30, 1997
Maurice Segall
/s/ Robert A. Smith September 30, 1997
Robert A. Smith
/s/ Paul Stern September 12, 1997
Paula Stern
/s/ Hugo Uyterhoeven September 15, 1997
Hugo Uyterhoeven
/s/ Clifton R. Wharton, Jr. September 30, 1997
Clifton R. Wharton, Jr.
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EXHIBIT INDEX
Description
Exhibit No.
4.1 Restated Certificate of
Incorporation of the Registrant,
incorporated herein by reference
to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30,
1997.
4.2 By-laws of the Registrant, as
amended, incorporated herein by
reference to Exhibit 3.2 to the
Registrant s Annual Report on Form
10-K for the fiscal year ended
October 31, 1991.
5 Opinion of Eric P. Geller, Esq.,
Senior Vice President and General
Counsel of Harcourt General, Inc.
23.1 Consent of Deloitte and Touche
LLP.
23.2 Consent of Eric P. Geller, Esq.
(Contained in Exhibit 5)
99 Harcourt General, Inc. 1997
Incentive Plan, incorporated
herein by reference to Exhibit A
to the Registrant's Definitive
Schedule 14A (Definitive Proxy
Statement and Definitive
Additional Materials), dated
February 4, 1997, and filed with
the Securities and Exchange
Commission.
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EXHIBIT 5
[HARCOURT GENERAL, INC. LETTERHEAD]
December 15, 1997
Harcourt General, Inc.
27 Boylston Street
Chestnut Hill, Massachusetts 02167
Dear Sirs:
In my capacity as Senior Vice President and General Counsel of Harcourt
General, Inc. (the "Company"), I have acted as counsel to the Company in
connection with the preparation of a registration statement on Form S-8 (the
"Registration Statement") which is being filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), contemporaneously herewith.
The Registration Statement relates to 4,000,000 shares (the "Shares") of
Common Stock, $1.00 par value ("Common Stock"), of the Company issuable upon
the exercise of options, rights and awards which may be granted under the
Company's 1997 Incentive Plan (the "Plan")
I am familiar with the Company's Restated Certificate of Incorporation
and its By-Laws, both as amended to date. In addition, I (or a member of my
legal staff) have examined resolutions of the Board of Directors of the
Company, the Registration Statement and such other documents, certificates and
records as I have deemed necessary to enable me to render this opinion.
I am an attorney admitted to practice in the Commonwealth of
Massachusetts. I express no opinion concerning the laws of any other
jurisdiction other than the laws of the United States of America and the
General Corporation law of the State of Delaware.
I have assumed that the Shares to be issued upon the exercise of
options, rights and awards under the Plan will be issued only upon payment (or
achievement of performance goals) as provided in the Plan. I have also
assumed that all requisite steps will be taken to comply with the requirements
of the Act, applicable state laws regulating the offer and sale of securities
and the requirements of the New York Stock Exchange.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
1. The Company is duly organized and existing as a corporation in good
standing under the laws of the State of Delaware.
2. The Shares have been duly authorized by all necessary action on the
part of the Company and, when issued and paid for (if any such payment is so
required) upon the exercise of options, rights and awards pursuant to the
terms and conditions of the Plan, will be legally issued, fully paid and
nonassessable shares of the Company's Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
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Very truly yours,
/s/ Eric P. Geller
Eric P. Geller
Senior Vice President and
General Counsel
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Harcourt General, Inc. on Form S-8 of our reports dated December 9, 1996,
appearing in and incorporated by reference in the Annual Report on Form 10-K
of Harcourt General, Inc. for the year ended October 31, 1996.
/s/ Deloitte and Touche, LLP
Deloitte and Touche, LLP
Boston, Massachusetts
December 15, 1997
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